Memory loss is one of older adults' greatest concerns about the aging process. Yet it is possible that some of what passes for simple forgetfulness may result from a complex set of mental trade-offs, a balancing act that shifts priorities from knowledge acquisition in youth to maintenance of a positive emotional state in older years. Across the adult life span, emotion-related goals gain in importance and this shift in focus may affect what older adults are likely to notice and remember. Indeed, the preliminary studies outlined in this application reveal emotionally-oriented biases in older adults' attention and memory, including diminished memory for negative information relative to positive information. We hypothesize that, motivated by emotional goals, older adults recruit executive processes to maintain pleasing and inhibit unpleasant information when storing, rehearsing, or retrieving memories. In this application, we outline a series of studies to test both this hypothesis and other competing accounts of older adults' diminished memory for negative information. Expt. 1 examines the time course of attention to see whether older adults are impaired at detecting threatening stimuli or actively avoid paying attention to anything negative. Expt. 2 tests whether age differences in physiological arousal can account for the changes in emotional memory. Expt. 3 tests emotional memory while participants also complete another task to examine whether cognitive resources are required to diminish memory for negative information. Expt. 4 examines whether older adults who successfully regulate emotion in their everyday lives show more forgetting of negative information and better executive functioning than older adults who are poor regulators. Expt. 5 examines whether older adults are better at suppressing negative than neutral or positive information. Expt. 6 tests whether older adults use memory as a mood repair tool when in a bad mood. In addition, throughout these studies, we examine the role of circadian arousal rhythms (which differ for older and younger adults) in emotional memory. This series of experiments should help us understand whether the diminished potency of negative information as we age is a fortuitous by-product of age-related decline or whether it is the result of increased emotion regulation. In addition, it should help us understand how memory processes can contribute to emotional well-being.